As filed with the Securities and Exchange Commission on June 25, 2004

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                 FORM 10-KSB / A

(Mark One)
       X          Annual Report Pursuant to Section 13 or 15(d) of the
    -------        Securities Exchange Act of 1934 [Fee Required]
                    For the fiscal year ended December 31, 2003
                                       or
                  Transition Report Pursuant to Section 13 or 15(d) of the
    -------         Securities Exchange Act of 1934 [No Fee Required]

            For the Transition Period From ___________ to ___________

                          Commission File Number 0-9667
                           WINMILL & CO. INCORPORATED
             (Exact name of registrant as specified in its charter)

      Delaware                                          13-1897916
(State of incorporation)                    (I.R.S. Employer Identification No.)

 11 Hanover Square, New York, New York                    10005
(Address of principal executive offices)                (Zip Code)

Registrant's telephone
number, including area code: 1-212-785-0900

Securities registered pursuant to Section 12(b) of the Act:

Title of each class                    Name of each exchange on which registered
-------------------                    -----------------------------------------
      None                                               None

Securities registered pursuant to Section 12(g) of the Act:

Class A Common Stock, Par Value $.01 Per Share

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part IV of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

No voting stock was held by non-affiliates of the registrant as of March 15,
2004.

The number of shares outstanding of each of the registrant's classes of common
stock, as of March 15, 2004:

Class A Non-Voting Common Stock, par value $.01 per share - 1,493,367 shares
Class B Voting Common Stock, par value $.01 per share - 20,000


<PAGE>



                                     PART I

Item                                                                        Page

   1.    Business                                                              1

   2.    Properties                                                            4

   3.    Legal Proceedings                                                     4

   4.    Submission of Matters to a Vote of Security Holders                   4



                                     PART II

   5.    Market for Company's Common Equity and Related Stockholder Matters    5

   6.    Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                                 6

   7.    Financial Statements and Supplementary Data                           8

   8.    Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure                                             23

   8A.   Controls and Procedures                                              23



                                    PART III

   9.    Directors and Executive Officers                                     24

  10.    Executive Compensation                                               26

  11.    Security Ownership of Certain Beneficial Owners and Management       33

  12.    Certain Relationships and Related Transactions                       33

  13.    Exhibits, Consolidated Financial Statements and Schedules,
         and Reports on Form 8-K                                              34

  14.    Principal Accountant Fees and Services                               37














<PAGE>

                                     PART I


Item 1.    Business

Winmill & Co. Incorporated, a Delaware corporation (the "Company"), is a holding
company with three wholly owned subsidiaries: CEF Advisers, Inc., ("CEF"),
Investor Service Center, Inc. ("ISC") and Midas Management Corporation ("MMC")
and two publicly held affiliates: Bexil Corporation (Amex Symbol: BXL) and Tuxis
Corporation (Amex Symbol: TUX);

MMC and CEF act as investment managers to open-end and closed-end management
investment companies (the "Funds") registered under the Investment Company Act
of 1940 (the "Act"). The open-end Funds managed by MMC are Midas Dollar
Reserves, Inc., Midas Fund, Inc., and Midas Special Equities Fund, Inc. The
closed-end Funds managed by CEF are Foxby Corp. (Amex Symbol: FXX); and Global
Income Fund, Inc. (Amex Symbol: GIF). ISC was organized in 1985 and is
registered with the SEC as a broker/dealer and is a member of the NASD. ISC acts
as the principal distributor for the open-end Funds and engages in proprietary
securities trading. The businesses of Bexil and Tuxis are, respectively,
insurance services and real estate.

CEF acted as investment manager of Bexil and Tuxis until July 31, 2001 and
November 30, 2001, respectively, when the investment management agreements with
CEF were terminated. Commencing August 1, 2001, Bexil's officers (who are
substantially identical to those of CEF) assumed the internal management of
Bexil's affairs, including portfolio management, subject to the oversight and
final direction of the Board of Directors of Bexil. Commencing December 1, 2001,
the officers of Tuxis (who are substantially identical to those of CEF) assumed
the internal management of Tuxis' affairs, including portfolio management,
subject to the oversight and final direction of the Board of Directors of Tuxis.
Compensation of Bexil and Tuxis personnel, initially set in the aggregate amount
of $200,000 each per year, may be changed from time to time at the discretion of
the Board of Directors of each of Bexil and Tuxis. This amount was increased to
$460,000 per year for Bexil and to $350,000 per year for Tuxis effective January
1, 2004. Bexil and Tuxis are paying compensation directly to certain officers of
the Company whose compensation from the Company was partly reduced, reflecting
the increased time such officers spend on the business of Bexil and Tuxis. As of
December 31, 2003, the Company owned approximately 25.3% and 20.2% of the
outstanding shares of Bexil and Tuxis, respectively.

Bexil and Tuxis have received shareholder approval to change from registered
investment companies to operating companies. Effective January 6, 2004, the SEC
issued an order declaring that Bexil ceased to be a registered investment
company.

The Company has granted certain of its subsidiaries, the Funds, Tuxis, and
Bexil, a non-exclusive license to use certain service marks owned by the
Company, under certain terms and conditions on a royalty free basis. Such
license may be withdrawn from a Fund in the event the investment manager of the
Fund is not a subsidiary of the Company or in other cases, at the discretion of
the Company.






                                       -1-
<PAGE>


Investment Management and Distribution Business

The Company is engaged, through its subsidiaries, in the business of managing
investment companies registered under the Act. The Funds and their respective
net assets as of December 31, 2003 were approximately as follows:

      Global Income Fund, Inc.                        $    28,711,848
      Foxby Corp.                                           7,150,989
      Midas Dollar Reserves, Inc.                          18,637,774
      Midas Fund, Inc.                                     67,122,903
      Midas Special Equities Fund, Inc.                    18,044,218
                                                      ---------------
         Total Net Assets                             $   139,667,732
                                                      ===============

The fund management industry along with the entire financial services sector of
the economy has been rapidly changing to meet the increasing needs of investors.
Competition for management of financial resources has increased as banks,
insurance companies and broker/dealers have introduced products and services
traditionally offered by independent fund management companies. There are also
many fund management groups with substantially more resources than the Company.
While the Company's business is not seasonal, it is affected by the financial
markets, which in turn, are dependent upon current and future economic
conditions.

Drastic material declines in the securities markets can have a significant
effect on the Company's business. Volatile stock markets may affect management
and distribution fees earned by the Company's subsidiaries. If the market value
of securities owned by the Funds declines, assets under management will decline
and shareholder redemptions may occur, either by transfer out of the equity
Funds and into the money market Fund, Midas Dollar Reserves, which has lower
management and distribution fee rates than the equity Funds, or by redemptions
out of the Funds entirely. Lower asset levels in the Funds may also cause or
increase reimbursements to the Funds pursuant to the expense limitations
described below.

In general, investment management services are rendered to the Funds pursuant to
written contractual agreements. Such agreements relate to the general management
of the affairs of each Fund, in addition to supervising the acquisition and sale
of each Fund's portfolio investments. As provided in the agreements, CEF and MMC
may receive management fees ranging from 1.0% to 0.5% (and generally declining
thereafter on higher net asset levels) per annum of the Funds' average daily or
average weekly net assets payable monthly. The Act requires that such
contractual agreements be initially approved by the Funds' Board of Directors,
including a majority of all of the directors who are not "interested persons"
(as defined in the Act), and by the vote of a majority of the outstanding shares
of the Fund (as defined in the Act). Agreements, if approved, may be for a term
of up to two years, and thereafter their continuance must be approved at least
annually by a majority of the directors of the Fund, including a majority of
those directors of the Fund who are not "interested persons", or by such a vote
of "disinterested" directors and the vote of a majority of the outstanding
shares of the Fund. In addition, all such agreements are subject to termination
on 60 days' notice by majority vote of the Board of Directors or the
shareholders and are subject to automatic termination in the event of
assignment. Depending on the assets of the Fund involved and other factors, the
termination of any agreements for investment management services between any of
the Funds, CEF, and MMC or the termination of the relationship of the Company
with the management of Bexil and Tuxis may have a serious adverse impact upon
the Company.

Under the investment management contracts, CEF and MMC are required to reimburse
the Funds for certain expenses to the extent that such expenses exceed
limitations prescribed by any state in which shares of the Funds are qualified
for sale, although currently the Funds are not subject to any such limits. In
addition, from time to time CEF and MMC may waive or reimburse management and
distribution fees or absorb certain Fund expenses to increase a Fund's
performance.






                                       -2-
<PAGE>



Each of the open-end Funds has adopted a plan of distribution pursuant to Rule
12b-1 under the Act (the "Plan"). Pursuant to the Plans, ISC may receive as
compensation amounts ranging from one-quarter of one percent to one percent per
annum of the Funds' average daily net assets for distribution and service
activities. The service fee portion is intended to cover services provided to
shareholders in the Funds and the maintenance of shareholder accounts. The
distribution fee portion is to cover all other activities and expenses primarily
intended to result in the sale of the Funds' shares.

The Act requires that a plan of distribution be initially approved by the Fund's
Board of Directors, including a majority of the directors who are not
"interested persons" and who have no financial interest in the Plan, and by the
vote of a majority of the outstanding shares of the Fund. If approved, a plan of
distribution may be for a term of one year, and thereafter it must be approved
at least annually by the entire Board of Directors and by a majority of the
"disinterested" directors. In addition, all plans of distribution are subject to
termination at any time by majority vote of the disinterested directors or
shareholders.

CEF and MMC are registered with the SEC as investment advisers under the
Investment Advisers Act of 1940. ISC is registered with the SEC as a
broker/dealer under the Securities Exchange Act of 1934 and is a member of the
NASD. The Funds, Tuxis, and Bexil are registered with the SEC under the Act
(although Bexil was deregistered effective January 6, 2004). The activities of
CEF and MMC and of the Funds are subject to regulation under Federal and state
securities laws. The provisions of these laws, including those relating to the
contractual arrangements between the Funds and their investment managers, are
primarily designed to protect the shareholders of the Funds, Tuxis and Bexil,
and not the shareholders of the Company.

Forward-Looking Information

Information or statements provided by or on behalf of the Company from time to
time, including those within this Form 10-KSB Annual Report, may contain certain
"forward-looking information", including information relating to anticipated
growth in revenues or earnings per share, anticipated changes in the amount and
composition of assets under management, anticipated expense levels, and
expectations regarding financial market conditions. The Company cautions readers
that any forward-looking information provided by or on behalf of the Company is
not a guarantee of future performance and that actual results may differ
materially from those in forward-looking information as a result of various
factors, including but not limited to those discussed below. Further, such
forward-looking statements speak only as of the date on which such statements
are made, and the Company undertakes no obligation to update any forward-looking
statement to reflect events or circumstances after the date on which such
statement is made or to reflect the occurrence of unanticipated events.

The Company's future revenues may fluctuate due to factors such as: the total
value and composition of assets under management and related cash inflows or
outflows in mutual funds; fluctuations in the financial markets resulting in
appreciation or depreciation of assets under management; the relative investment
performance of the Company's sponsored investment products as compared to
competing products and market indices; the expense ratios and fees of the
Company's sponsored products and services; investor sentiment and investor
confidence in mutual funds; the ability of the Company to maintain investment
management fees at current levels; competitive conditions in the mutual funds
industry; the introduction of new mutual funds and investment products; the
ability of the Company to contract with the Funds for payment for services
offered to the Funds and Fund shareholders; the continuation of trends in the
retirement plan marketplace favoring defined contribution plans and
participant-directed investments; the amount and timing of income from the
Company's proprietary securities trading portfolio; and the performance of its
publicly traded affiliates.



                                       -3-
<PAGE>


The Company's future operating results are also dependent upon the level of
operating expenses, which are subject to fluctuation for the following or other
reasons: changes in the level of advertising expenses in response to market
conditions or other factors; the level of expenses assumed by the Company for
the Funds as a result of expense waiver or reimbursement of management or
distribution fees or absorption of certain expenses to increase a Fund's
performance; variations in the level of compensation expense incurred by the
Company, including performance-based compensation based on the Company's
financial results, as well as changes in response to the size of the total
employee population, competitive factors, or other reasons; expenses and capital
costs, including depreciation, amortization and other non-cash charges, incurred
by the Company to maintain its administrative and service infrastructure; and
unanticipated costs that may be incurred by the Company from time to time to
protect investor accounts and client goodwill.

The Company's operating results will also depend on the results of its holdings
in Bexil and Tuxis.

The Company's revenues are substantially dependent on revenues from the Funds,
which could be adversely affected if the independent directors of one or more of
the Funds determined to terminate or renegotiate the terms of one or more
investment management agreements.

The Company's business is also subject to substantial governmental regulation,
and changes in legal, regulatory, accounting, tax, and compliance requirements
may have a substantial effect on the Company's business and results of
operations, including but not limited to effects on the level of costs incurred
by the Company and effects on investor interest in mutual funds in general or in
particular classes of mutual funds.

Item 2. Properties

The principal office of the Company is located at 11 Hanover Square, New York,
New York 10005. For the office of 3,800 rentable square feet, the rent is
approximately $84,300 per annum plus $12,800 per annum for electricity. The
lease expires on September 30, 2008.

Item 3. Legal Proceedings

From time to time, the Company and/or its subsidiaries are threatened or named
as defendants in litigation arising in the normal course of business. As of
December 31, 2003, neither the Company nor any of its subsidiaries was involved
in any other litigation that, in the opinion of management, would have a
material adverse impact on the consolidated financial statements.

Item 4. Submission  of  Matters to a Vote of  Security  Holders  During  Fourth
        Quarter of the Year Ended December 31, 2003

                                      NONE






                                       -4-
<PAGE>

                                     PART II


Item 5. Market for the Company's Common Equity and Related Stockholder Matters

The Company's Class A Common Stock (non-voting) trades on the Nasdaq SmallCap
Market tier of the Nasdaq Stock Market under the symbol WNMLA. The Company's
Class B Common Stock (voting) has no public trading market. There are
approximately 208 holders of record of Class A Common Stock and 1 holder of
Class B Common Stock as of December 31, 2003. In addition, there are an
indeterminate number of beneficial owners of Class A Common Stock that are held
in "street name." No dividends have been paid on either class of Common Stock in
the past five years and the Company does not expect to pay any such dividends in
the foreseeable future. The high and low sales prices of the Class A Common
Stock during each quarterly period over the last two years were as follows:

                          2003                             2002
                -------------------------        -------------------------
                    High          Low                 High         Low
First Quarter     $1.7400       $1.4800            $1.6700      $1.4800
Second Quarter    $2.2700       $1.4800            $1.8500      $1.4200
Third Quarter     $3.7000       $2.0500            $1.7000      $1.4600
Fourth Quarter    $4.1500       $3.3200            $1.7500      $1.4200


Equity Compensation Plan Information
<TABLE>
<CAPTION>
                                                                            Number of
                                 Number of Class A     Weighted-            Class A shares
                                 shares to be issued   average price        remaining available
                                 upon exercise of      of outstanding       for future issuance
                                 outstanding options   options, warrants    under equity
                                 warrants and rights   and rights           compensation plans
<S>                                   <C>                 <C>                      <C>
Equity Compensation Plans
   approved by security holders      74,000             $ 1.50                  33,500

Equity Compensation Plans not
   approved by security holders          -                  -                       -
                                    -------            -------                 -------
Total                                74,000             $ 1.50                  33,500
                                    =======            =======                 =======
</TABLE>

Purchases Of Equity Securities By The Issuer

                                                      Total         Maximum
                                                     Number of    Number (or
                                                      Shares     Approximate
                                                     or Units)   Dollar Value)
                                                    Purchased    of Shares
                              Total      Average    asPart of  (or Units) that
                             Number of    Price      Publicly     May Yet Be
                              Shares    Price Per   Announced    Purchased
                            (or Units)    Share      Plans or   Under the Plans
Period                       Purchased  (or Unit)   Programs     or Programs

09/01/03 - 09/30/03          59,354 (a)    $3.62        -            -
10/01/03 - 10/31/03          45,282 (a)    $3.75        -            -
11/01/03 - 11/30/03         198,017 (a)    $4.13        -            -
                            -------
Total                       302,653        $3.97        -            -
                            =======

(a)   These shares were purchased by the Company as satisfaction of certain
      notes receivable held by officers of the Company, as part of the exercise
      of stock options held by officers of the Company and in other
      transactions.





                                       -5-
<PAGE>


Item 6. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

2003 Compared to 2002

Declines in the securities markets can have a significant effect on the
Company's business. Volatile stock markets may affect management and
distribution fees earned by the Company's subsidiaries. If the market value of
securities owned by the Funds declines, shareholder redemptions may occur,
either by transfer out of the equity Funds and into the money market fund, which
has lower management and distribution fee rates than the equity Funds, or by
transfer out of the Funds entirely. Lower net asset levels in the Funds may also
cause or increase reimbursements to the Funds pursuant to expense limitations as
described in Note 9 of the financial statements.

Total revenues increased $889,785 or 49%, which was primarily due to a increase
in net unrealized appreciation of publicly held affiliates and unrealized and
realized gains on proprietary trading. Offsetting this was a decrease in
management, distribution and other fees and dividends, interest and other of
$159,579 or 10%. In the twelve months ended December 31, 2003 the Company had
net realized and unrealized gains of $1,211,157 from the publicly held
affiliates and proprietary securities trading as compared to a gain of $161,794
in the twelve months ended December 31, 2002. Management, distribution and other
fees decreased $9,984 due to lower average net assets in the Funds. Average net
assets under management were $125 million and $127 million for the twelve months
ended December 31, 2003 and 2002, respectively.

Total expenses decreased $130,787 or 8% over this period of last year. General
and administrative expenses decreased $47,811 or 6% due to lower employee costs.
Marketing expense decreased $51,529 or 10% due to lower fulfillment and printing
costs. Expense reimbursement to the Funds decreased $26,715 or 15%. Professional
fees decreased $15,535 or 17%. Amortization and depreciation expense increased
$10,803 or 19%.

Net income for the year was $730,616 or $.45 per share on a diluted basis as
compared to net income of $137,326 or $.08 per share on a diluted basis for last
year.

2002 Compared to 2001

Declines in the securities markets can have a significant effect on the
Company's business. Volatile stock markets may affect management and
distribution fees earned by the Company's subsidiaries. If the market value of
securities owned by the Funds declines, shareholder redemptions may occur,
either by transfer out of the equity Funds and into the money market fund, which
has lower management and distribution fees rates than the equity Funds, or by
transfer out of the Funds entirely. Lower net asset levels in the Funds may also
cause or increase reimbursements to the Funds pursuant to expense limitations as
described in Note 9 of the financial statements.

Total revenues decreased $99,638 or 5% which was primarily due to the decrease
in management, distribution and other fees, consulting fee and dividends and
interest income offset by an increase in realized and unrealized gains on
investments. Management, distribution and other fees decreased $289,531 or 16%
due to lower net assets in the Funds and the termination of the investment
management agreement with Bexil and Tuxis effective July 31, 2001 and November
30, 2001 respectively. Average net assets under management were less in the
twelve months ended December 31, 2002 verses December 31, 2001. Total net assets
under management were approximately $116 million at December 31, 2001, $125
million at March 31, 2002, $123 million at June 30, 2002, $129 million at
September 30, 2002 and $129 million at December 31, 2002. Net realized and
unrealized gains on proprietary securities trading were $161,794. Consulting
fees decreased $246,923 which was due to the termination of the Company's
consulting agreement with Bull & Bear Securities, Inc. ("BBSI") during the
second quarter of 2001.



                                       -6-

<PAGE>

Total expenses decreased $600,182 or 27% over this period of last year. General
and administrative expenses decreased $143,924 or 16% due to lower employee
costs. Marketing expense decreased $225,579 or 31% due to lower fulfillment and
printing costs. Expense reimbursement to the Funds decreased $104,659 or 37%.
Professional fees decreased $89,289 or 49%. Net income for the period was
$137,326 or $.08 per share on a diluted basis as compared to net loss of
$199,065 or $(.12) per share on a diluted basis for last year.

Liquidity and Capital Resources

The following table reflects the Company's consolidated working capital, total
assets, long-term debt and shareholders' equity as of the dates indicated.

                                                         December 31,
                                                 2003                 2002
                                                 ----                 ----
       Working Capital                        $3,376,344           $3,373,416
       Total Assets                           $8,939,235           $8,106,436
       Long-Term Debt                          $      -            $       -
       Shareholders' Equity                   $8,280,041           $7,889,020

For the year ended 2003, working capital, total assets and shareholders' equity
increased $2,928, $832,799 and $391,021, respectively. Working capital, total
assets and shareholders' equity increased primarily due to the realized and
unrealized losses from proprietary securities trading.

For the year ended 2002, working capital decreased $295,149 primarily due to a
reduction in cash from the purchase of additional investments. Total assets and
shareholders' equity increased by $69,651 and $140,174. Total assets and
shareholders' equity increased primarily due to net income recorded for the
year.

Management knows of no contingencies that are reasonably likely to result in a
material decrease in the Company's liquidity or that are likely to adversely
affect the Company's capital resources. This includes the restrictions placed on
the transfer of funds to ISC as a result of its regulatory net capital
requirements. At December 31, 2003, the amount subject to these restrictions was
$100,000 or 1.1% of total assets.

Effects of Inflation and Changing Prices
Since the Company derives revenue primarily from investment management and
distribution services from the Funds and proprietary securities trading, it is
not possible for it to discuss or predict with accuracy the impact of inflation
and changing prices on its revenues from continuing operations.





                                      -7-
<PAGE>



Item 7. Financial Statements and Supplementary Data

Financial Statements required by Regulation S-X and Supplementary Financial
Information required by Regulation S-B are presented herein.


                  FINANCIAL STATEMENTS AND SUPPORTING SCHEDULES

                                TABLE OF CONTENTS

                                                                            Page

Report of Independent Certified Public Accountants                             9

Consolidated Balance Sheet,
   December 31, 2003                                                          10

Consolidated Statements of Income,
   Years ended December 31, 2003 and 2002                                     11

Consolidated Statements of Changes in Shareholders' Equity,
   Years ended December 31, 2003 and 2002                                     12

Consolidated Statements of Cash Flows,
   Years ended December 31, 2003 and 2002                                     13

Notes to Consolidated Financial Statements                                    15







                                      -8-
<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



The Board of Directors and Shareholders of
Winmill & Co. Incorporated


We have audited the accompanying consolidated balance sheet of Winmill & Co.
Incorporated and subsidiaries as of December 31, 2003, and the related
consolidated statements of income, changes in shareholders' equity, and cash
flows for each of the two years in the period ended December 31, 2003. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Winmill & Co.
Incorporated and subsidiaries at December 31, 2003, and the consolidated results
of their operations and their consolidated cash flows for each of the two years
in the period ended December 31, 2003, in conformity with accounting principles
generally accepted in the United States of America.

As discussed in Note 12 to the financial statements, the Company separated and
reclassified securities subject to restrictions and reclassified related
deferred income taxes from current assets and liabilities to non-current assets
and liabilities on the consolidated balance sheet and restated the net capital
and the ratio of aggregate indebtedness to net capital of the Company's
broker/dealer subsidiary as a result of the securities subject to restrictions.
The consolidated financial statements have been restated to reflect this
reclassification. This restatement did not change net income, earnings per
share, or total shareholders' equity.



                                       TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
January 23, 2004, except for Note 12,
as to which the date is June 17, 2004






                                       -9-

<PAGE>



                           WINMILL & CO. INCORPORATED

                           CONSOLIDATED BALANCE SHEET

                                December 31, 2003


                                     ASSETS
Current Assets:
   Cash and cash equivalents                                        $  1,108,426
   Marketable securities (Note 2)                                      1,105,471
   Securities - restricted (Note 2)                                    1,131,931
   Management, distribution and other fees receivable                    121,813
   Dividends, interest and other receivables                              96,000
   Prepaid expenses and other current assets                             136,827
   Refundable income taxes                                                 7,370
                                                                    ------------
      Total Current Assets                                             3,707,838
                                                                    ------------
Securities - restricted (Note 2)                                       4,249,295
Equipment, furniture and fixtures, net                                    65,015
Intangible assets, net                                                   581,796
Other assets (Note 10)                                                   335,291
                                                                    ------------
                                                                       5,231,397
      Total Assets                                                  $  8,939,235
                                                                    ============


                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Accrued professional fees                                        $     97,075
   Accrued payroll and other related costs                                25,000
   Accrued other expenses                                                 76,351
   Deferred income taxes (Note 8)                                        131,500
   Other current liabilities                                               1,568
                                                                    ------------
      Total Current Liabilities                                          331,494
                                                                    ------------
Deferred income taxes (Note 8)                                           327,700
                                                                    ------------
Shareholders' Equity (Notes 4, 5, and 6)
   Common Stock, $.01 par value
   Class A, 10,000,000 shares authorized;
      1,493,667 shares issued                                             14,933
   Class B, 20,000 shares authorized;
      20,000 shares issued and outstanding                                   200
   Additional paid-in capital                                          5,884,414
   Retained earnings                                                   2,380,494
                                                                    ------------
      Total Shareholders' Equity                                       8,280,041
                                                                    ------------
      Total Liabilities and Shareholders' Equity                    $  8,939,235
                                                                    ============

See accompanying notes to consolidated financial statements.

                                      -10-
<PAGE>



                           WINMILL & CO. INCORPORATED

                        CONSOLIDATED STATEMENTS OF INCOME

                            Years Ended December 31,



                                                    2003                2002
                                                    ----                ----
Revenues:
   Management, distribution and
   other fees                                  $  1,459,747         $  1,469,731
   Realized and unrealized gains
   (losses) from investments                      1,211,157              161,794
   Dividends, interest and other                     29,649              179,243
                                               ------------         ------------
                                                  2,700,553            1,810,768
                                               ------------         ------------

Expenses:
   General and administrative                       725,016              772,827
   Marketing                                        441,876              493,405
   Expense reimbursements to the
   Funds (Note 9)                                   153,001              179,716
   Professional fees                                 76,500               92,035
   Depreciation and amortization                     67,962               57,159
                                               ------------         ------------
                                                  1,464,355            1,595,142
                                               ------------         ------------

Income before income taxes                        1,236,198              215,626
Income taxes (Note 8)                               505,582               78,300
                                               ------------         ------------
Net Income                                     $    730,616        $     137,326
                                               ============        =============

Per Share Data:
   Basic
      Net income                                    $   .46               $  .08
                                                    =======               ======
   Diluted
      Net income                                    $   .45               $  .08
                                                    =======               ======

Average Shares Outstanding:
   Basic                                          1,596,946            1,638,403
                                                  =========            =========
   Diluted                                        1,631,344            1,649,129
                                                  =========            =========



See accompanying notes to consolidated financial statements.



                                      -11-
<PAGE>



                           WINMILL & CO. INCORPORATED

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

                     Years Ended December 31, 2003 and 2002



<TABLE>
<CAPTION>

                                      Number of Shares                                    Amount
                                   ----------------------  ---------------------------------------------------------------------

                                                                                               Notes
                                                                                               Receivable
                                                                                               For
                                                                                   Additional  Common                  Treasury
                                   Class A     Class B     Class A     Class B     Paid-In     Stock       Retained    Stock
                                   Common      Common      Common      Common      Capital     Issued      Earnings    Class A
                                   ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
<S>                                 <C>        <C>          <C>        <C>         <C>         <C>         <C>         <C>

Balance, December 31, 2001         $1,628,320  $  20,000  $  16,283    $    200    $6,807,985 $ (597,736)  $1,512,552  $       -
Net income                                 -          -          -           -             -          -       137,326          -
Other comprehensive income
  Unrealized losses on investments         -          -          -           -             -          -            -           -
                                   ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
  Comprehensive income

Repayment of notes receivable             -            -           -           -           -       70,695          -           -
Purchase of treasury stock           (39,800)          -           -           -           -           -           -      (58,108)
                                   ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------

Balance, December 31, 2002          1,588,520      20,000      16,283         200   6,807,985    (527,041)  1,649,878     (58,108)

Net income                                 -           -           -           -           -           -      730,616          -
Other comprehensive income
   Unrealized gains on
     marketable securities                 -           -           -           -           -           -           -           -
                                   ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
   Comprehensive income

Issuance of stock in connection
   with exercise of stock options     207,500          -        2,075          -      333,800          -           -           -
Redemption of stock                  (302,653)         -       (3,027)         -   (1,257,371)         -           -           -
Cancellation of treasury of stock          -           -         (398)         -           -           -           -       58,108
Repayment of notes receivable              -           -           -           -           -      527,041          -           -
                                   ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
Balance, December 31, 2003          1,493,367      20,000  $   14,933  $      200  $5,884,414  $       -   $2,380,494  $       -
                                   ==========  ==========  ==========  ==========  ==========  ==========  ==========  ==========
</TABLE>




                                                 ------------------------------
                                                  Accumulated
                                                     Other            Total
                                                 Comprehensive    Shareholders'
                                                     Income           Equity
                                                 -------------    -------------

Balance, December 31, 2001                        $    9,562       $ 7,748,846

Net income                                               -             137,326
Other comprehensive income
   Unrealized losses on investments                   (9,739)           (9,739)
                                                  ----------       -----------
   Comprehensive income                                                127,587
                                                                   -----------
Repayment of notes receivable                            -              70,695
Purchase of treasury stock                               -             (58,108)
                                                  ----------       -----------

Balance, December 31, 2002                              (177)        7,889,020
Net income                                               -             730,616
Other comprehensive income
   Unrealized gains on
     marketable securities                               177               177
                                                  ----------       -----------
   Comprehensive income                                                730,793
                                                                   -----------
Issuance of stock in connection
   with exercise of stock options                        -            335,875
Redemption of stock                                      -         (1,260,398)
Cancellation of treasury of stock                        -             57,710
Repayment of notes receivable                            -            527,041
                                                  ----------      -----------
Balance, December 31, 2003
                                                  $      -         $ 8,280,041
                                                  ==========       ===========

                                      -12-
<PAGE>




                           WINMILL & CO. INCORPORATED

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                            Years Ended December 31,


<TABLE>
<CAPTION>

                                                                                          2003                 2002
                                                                                          ----                 ----
Cash Flows from Operating Activities:
<S>                                                                                    <C>                  <C>
   Net income                                                                         $     730,616        $     137,326
                                                                                      -------------        -------------
   Adjustments to reconcile net income (loss)
      to net cash provided by (used in) operating activities:

      Depreciation and amortization                                                          67,962               57,159
      Increase in deferred income taxes                                                     481,200               69,000
      Increase in cash value of life insurance                                              (32,193)             (32,160)
      Net unrealized appreciation of publicly held affiliates and
         on proprietary securities trading                                               (1,211,157)            (163,105)
      (Increase) decrease in:
         Management, distribution and other fees receivable                                  (7,597)              (8,499)
         Dividends, interest and other receivables                                          (39,525)             (32,229)
         Prepaid expenses and other current assets                                          (36,712)             (27,699)
         Refundable income taxes                                                            165,924               86,126
         Other assets                                                                         8,058              (26,538)
      Increase (decrease) in:
         Accounts payable                                                                   (12,585)             (15,286)
         Accrued expenses                                                                    (1,949)             (54,322)
         Accrued income taxes                                                                51,847                9,300
         Other current liabilities                                                          (54,735)             (10,215)
                                                                                      --------------       -------------
   Total adjustments                                                                       (621,462)            (148,468)
                                                                                      -------------        -------------
      Net cash provided by (used for) operating activities                            $     109,154        $     (11,142)
                                                                                      =============        =============
Cash Flows from Investing Activities:
   Capital expenditures                                                               $     (20,476)       $     (18,874)
   Proprietary securities trading sales                                                      68,908               27,173
   Proprietary securities trading purchases                                                 (57,191)            (722,438)
   Acquisition of intangible asset                                                              -               (476,471)
                                                                                      -------------        -------------
      Net cash used in investing activities                                                  (8,759)          (1,190,610)
                                                                                      -------------        -------------
Cash Flows from Financing Activities:
   Repayments of notes receivable                                                           620,316               70,695
   Issuance of stock                                                                        335,875                  -
   Purchase of treasury stock                                                            (1,202,688)             (58,108)
                                                                                      -------------        -------------
      Net cash provided by (used in) financing activities                                  (246,497)              12,587
                                                                                      -------------        -------------
      Net decrease in cash and cash equivalents                                            (146,102)          (1,189,165)
Cash and cash equivalents:
   Beginning of year                                                                      1,254,528            2,443,693
                                                                                      -------------        -------------
   End of year                                                                        $   1,108,426        $   1,254,528
                                                                                      =============        =============
</TABLE>


                                      -13-
<PAGE>

                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2003 and 2002


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    NATURE OF BUSINESS

    Winmill & Co.  Incorporated  ("Company") is a holding company.  Its
    subsidiaries'  business  consists of providing  investment management and
    distribution  services for the Midas Funds (three  open-end  funds),  two
    closed-end  funds,  and  proprietary securities  trading.  Its publicly
    held  affiliates  are Bexil  Corporation  (Amex  Symbol:  BXL);  Tuxis
    Corporation  (Amex Symbol:  TUX);  Foxby Corp.  (Amex  Symbol:  FXX);  and
    Global  Income Fund (Amex Symbol:  GIF).  The  businesses of Bexil and
    Tuxis are, respectively, insurance services and real estate.   Global Income
    Fund and Foxby are closed end funds.

    BASIS OF PRESENTATION

    The consolidated financial statements include the accounts of the
    Company and all of its subsidiaries. Substantially all intercompany
    accounts and transactions have been eliminated.

    ACCOUNTING ESTIMATES

    In preparing financial statements in conformity with accounting
    principles generally accepted in the United States of America,
    management makes estimates and assumptions that affect the reported
    amounts of assets and liabilities at the date of the financial
    statements, as well as the reported amounts of revenues and expenses
    during the reported period. Actual results could differ from those
    estimates.

    FAIR VALUE OF FINANCIAL INSTRUMENTS

    The carrying amounts of cash and cash equivalents, accounts receivable,
    accounts payable, and accrued expenses and other liabilities
    approximate fair value because of the short maturity of these items.
    Marketable securities are recorded at market value which represents the
    fair value of the securities.

    CASH AND CASH EQUIVALENTS

    Investments in money market funds are considered to be cash
    equivalents. At December 31, 2003, the Company and subsidiaries had
    invested approximately $870,400 in an affiliated money market fund.

    MARKETABLE SECURITIES

    The Company and its non-broker/dealer subsidiaries' marketable
    securities are considered to be "available-for-sale" and recorded at
    market value, with the unrealized gain or loss included in
    stockholders' equity as "accumulated other comprehensive income."
    Marketable securities of the broker/dealer subsidiary are valued at
    market with unrealized gains and losses included in earnings. At
    December 31, 2003, all marketable securities were held by the
    broker/dealer subsidiary.



                                      -14-
<PAGE>


                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                           December 31, 2003 and 2002



    INCOME TAXES

    The Company's method of accounting for income taxes conforms to Statement of
    Financial Accounting Standards No. 109 "Accounting for Income Taxes." This
    method requires the recognition of deferred tax assets and liabilities for
    the expected future tax consequences of temporary differences between the
    financial reporting basis and the tax basis of assets and liabilities. The
    Company and its wholly-owned subsidiaries file consolidated income tax
    returns.

    EQUIPMENT

    Equipment, furniture and fixtures are recorded at cost and are depreciated
    on the straight-line basis over their estimated useful lives, 3 to 10 years.
    At December 31, 2003, accumulated depreciation on equipment, furniture and
    fixtures amounted to approximately $837,700.

    INTANGIBLE ASSETS

    As of December 31, 2003, the Company's carrying value of intangible assets
    was approximately $810,700 with accumulated amortization of approximately
    $228,900. These intangible assets are being amortized over their useful
    lives, which is fifteen years and the estimated annual amortization is
    approximately $54,000 per year over the next five years. In addition,
    intangible assets are reviewed for impairment and the remaining useful life
    evaluated at least annually to determine whether events and circumstances
    warrant a revision to the remaining period of amortization.

    COMPREHENSIVE INCOME

    The Company discloses comprehensive income in the financial statements.
    Comprehensive income includes net income and unrealized gains and losses on
    marketable securities held by the Company and its non-broker/dealer
    subsidiaries, which is reported as other comprehensive income in
    stockholders' equity.

    SEGMENT INFORMATION

    The Company's operating segments are organized into three groups - fund
    services, publicly held affiliates and proprietary trading.

    EARNINGS PER SHARE

    Basic earnings per share is computed using the weighted average number of
    shares outstanding. Diluted earnings per share is computed using the
    weighted average number of shares outstanding adjusted for the incremental
    shares attributed to outstanding options to purchase common stock.





                                      -15-
<PAGE>


                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                           December 31, 2003 and 2002



 The following table sets forth the computation of basic and diluted
 earnings per share:

                                                            2003         2002
                                                            ----         ----
  Numerator for basic and diluted earnings per share:
     Net income                                        $   730,616   $   137,326
                                                       ===========   ===========
  Denominator
     Denominator for basic earnings per share:
        Weighted-average shares                          1,596,946     1,638,403
     Effect of dilutive securities:
        Employee Stock Options                              34,398        10,726
                                                       -----------   -----------
  Denominator for diluted earnings per share:
     adjusted weighted - average shares and              1,631,344     1,649,129
     assumed conversions                               ===========   ===========


2.  MARKETABLE SECURITIES

    At December 31, 2003 marketable securities and marketable securities subject
    to restrictions, at market, consisted of:

    Broker/dealer subsidiary
     Marketable securities
      Proprietary trading - equities and mutual funds
      (cost $833,755)                                                $ 1,105,471
                                                                    ============
     Securities - restricted
      Publicly-held affiliates (cost $4,437,568)                     $ 5,381,122
      Less:  currently marketable                                      1,131,931
                                                                    ------------
      Securities - restricted - non current                          $ 4,249,295
                                                                    ============

    Included in the broker/dealer's holdings of publicly held affiliates are
    $3,540,045 of shares (representing approximately 25% of the outstanding
    shares) of Bexil Corporation and $1,528,841 of shares (representing
    approximately 20% of the outstanding shares) of Tuxis Corporation, both of
    which have received shareholder approval to change from registered
    investment companies to operating companies. Effective January 6, 2004, the
    Securities and Exchange Commission issued an order declaring that Bexil
    Corporation had ceased to be a registered investment company under Section
    8(f) of the Investment Company Act of 1940.

    Restricted securities are shares of publicly held affiliates whose public
    sale is subject to a trading volume formula. The trading volume formula
    limits the sale of such shares pursuant to Rule 144 of the Securities Act of
    1933 in any three month period to the greater of (a) 1% of the outstanding
    shares of the same class being sold by the affiliates or (b) the average
    weekly reported trading volume during the four calendar weeks preceding the
    sale. Shares which would be salable under this formula in the next 12 month
    period are classified as current assets in the consolidated balance sheet
    and shares in excess of this formula are classified as noncurrent restricted
    securities.


                                      -16-
<PAGE>


                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                           December 31, 2003 and 2002



3.  LEASE COMMITMENTS

    The Company leases office space under a lease which expires September 30,
    2008. The future minimum lease payments for years ended December 31,
    including electricity are as follows:

         2004                                        $   97,100
         2005                                            97,100
         2006                                            97,700
         2007                                           100,200
         2008                                            76,600
                                                     ----------
                                                     $  468,700


4.  SHAREHOLDERS' EQUITY

    The Class A and Class B Common Stock are identical in all respects except
    for voting rights, which are vested solely in the Class B Common Stock. The
    Company also has 1,000,000 shares of Preferred Stock, $.01 par value,
    authorized. As of December 31, 2003 and 2002, none of the Preferred Stock
    was issued.


5.  NET CAPITAL REQUIREMENTS

    The Company's broker/dealer subsidiary is a member firm of the National
    Association of Securities Dealers, Inc. ("NASD") and is registered with the
    Securities and Exchange Commission as a broker/dealer. Under its membership
    agreement with the NASD, the broker/dealer must maintain minimum net
    capital, as defined, of not less than $100,000, or 6-2/3% of aggregate
    indebtedness, whichever is greater; and a ratio of aggregate indebtedness to
    net capital, as defined, of not more than 15 to 1. At December 31, 2003, the
    subsidiary had net capital of approximately $1,760,000; net capital
    requirements of $100,000; excess net capital of approximately $1,660,000;
    and the ratio of aggregate indebtedness to net capital was approximately .11
    to 1.


6.  STOCK OPTIONS

    On December 6, 1995, the Company adopted a Long-Term Incentive Plan which,
    as amended, provides for the granting of a maximum of 600,000 options to
    purchase Class A Common Stock to directors, officers and key employees of
    the Company or its subsidiaries. As of December 31, 2003, there were 33,500
    remaining options available for future issuance under the Plan. With respect
    to non-employee directors, only grants of non-qualified stock options and
    awards of restricted shares are available. The three non-employee directors
    were granted 2,500 options each on December 10, 2002. The option price per
    share may not be less than the fair value of such shares on the date the
    option is granted, and the maximum term of an option may not exceed ten
    years except as to non-employee directors for which the maximum term is five
    years.

                                      -17-
<PAGE>


                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                           December 31, 2003 and 2002



    The Company applies APB Opinion 25 and related interpretations in accounting
    for its stock option plans. Accordingly, no compensation cost has been
    recognized for its stock option plans. Pro forma compensation cost for the
    Company's plans is required by Financial Accounting Standards No. 123
    "Accounting for Stock-Based Compensation (SFAS 123)" and has been determined
    based on the fair value at the grant dates for awards under these plans
    consistent with the method of SFAS 123. For purposes of pro forma
    disclosure, the estimated fair value of the options is amortized to expense
    over the options' vesting period. The Company's pro forma information
    follows:

                                                      Years Ended December 31,
                                                      2003                2002
                                                      ----                ----
     Net income               As reported           $730,616            $137,326
                               Pro forma            $730,616            $102,381
     Earnings per share
        Basic                 As reported               $.46                $.08
                               Pro forma                $.46                $.06

        Diluted               As reported               $.45                $.08
                               Pro forma                $.45                $.06

    The fair value of each option grant is estimated on the date of grant using
    the Black-Scholes option-pricing model with the following weighted average
    assumptions used for grants in 2002: 41.18%, risk-free interest rate of
    1.17% and expected life of three years for each year.

    A summary of the status of the Company's stock option plans as of December
    31, 2003 and 2002, and changes during the years ending on those dates is
    presented below:

                                                                       Weighted
                                                 Number                 Average
                                                   Of                  Exercise
      Stock Options                              Shares                  Price
      -------------                             --------             -----------
      Outstanding at December 31, 2001          221,000                 $1.60
         Granted                                 77,500                 $1.61
         Canceled                               (17,000)                $1.76
                                              ---------
      Outstanding at December 31, 2002          281,500                 $1.59
         Exercised                             (207,500)                $1.62
                                              ---------
      Outstanding at December 31, 2003           74,000                 $1.50
                                              =========

    There were 74,000 and 266,500 options exercisable at December 31, 2003 and
    2002 with a weighted-average exercise price of $1.50 and $1.59,
    respectively. The weighted-average fair value of options granted using the
    Black Scholes option-pricing model was $.40 for the year ended December 31,
    2002.


                                      -18-
<PAGE>


                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                           December 31, 2003 and 2002



    The following table summarizes information about stock options outstanding
    at December 31, 2003:

                                      Weighted-Average
       Range of         Number            Remaining           Weighted-Average
    Exercise Prices   Outstanding     Contractual Life         Exercise Price

    $1.50 - $1.60       74,000            3.6 years                $1.50

    In connection with the exercise of stock options in 2003, the Company
    redeemed 85,214 shares of Class A Common Stock. In connection with the
    exercise of the options in prior years, the Company had received from
    certain officers notes with interest rates ranging from 2.45% to 2.48% per
    annum payable December 31, 2004. The balance of the notes at December 31,
    2002 was $527,041, which was classified as "notes receivable for common
    stock issued." These notes were paid in full during 2003 by the redemption
    of 151,197 shares of Class A Common Stock. In addition, there were 66,242
    shares of Class A Common Stock redeemed by the Company in 2003 from certain
    officers and directors.


7.  PENSION PLAN

    The Company has a 401(k) retirement plan for substantially all of its
    qualified employees. Contributions are based upon a percentage of earnings
    of eligible employees and are accrued and funded on a current basis. Total
    pension expense for the years ended December 31, 2003 and 2002 was
    approximately $47,200 and $49,500, respectively.


8.  INCOME TAXES

    The provision for income tax expense (benefit) was as follows:

                                                    2003                  2002
                                                    ----                  ----
     Current
        Federal                                $   16,000            $   (4,500)
        State and local                             8,382                13,800
                                               ----------            ----------
                                                   24,382                 9,300
     Deferred                                     481,200                69,000
                                               ----------            ----------
                                               $  505,582            $   78,300
                                               ==========            ==========


                                      -19-
<PAGE>


                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                           December 31, 2003 and 2002



    Deferred tax assets (liabilities) are comprised of the following at December
    31, 2003:

         Unrealized appreciation on investments                     $ (486,200)
         Accrued expenses                                                2,000
         Net capital loss carryforwards                                 25,000
                                                                    ----------
             Total deferred tax liabilities                         $ (459,200)
                                                                    ==========

    A reconciliation of the federal statutory income tax rate to the Company's
    effective tax rate is as follows:

                                                              2003         2002
                                                              ----         ----
    Statutory rate                                            34.0%        34.0%
    Increase in effective tax rate resulting from:
       State income taxes, net of federal benefit               -           4.2
       Non-deductible income and expenses - net                6.9         (1.9)
                                                             -----        -----
                                                              40.9%        36.3%
                                                             =====        =====


9.  RELATED PARTIES

    All investment management and distribution fees are a result of services
    provided to the Funds. All such services are provided pursuant to agreements
    that set forth the fees to be charged for these services. These agreements
    are subject to annual review and approval by each Fund's Board of Directors
    and a majority of the Fund's non-interested directors. In addition, during
    the years ended December 31, 2003 and 2002, the Funds paid approximately
    $42,000 and $44,000, respectively, for recordkeeping services to ISC, which
    paid such amounts to certain brokers for performing such services. These
    reimbursements for recordkeeping services were recorded in management,
    distribution and other fees.

    The Company's investment manager and distributor subsidiaries waived
    management and distribution fees from the Funds in the amount of
    approximately $153,000 and $179,700 for the years ended December 31, 2003
    and 2002, respectively.

    Certain officers of the Company also serve as officers and/or directors of
    the Funds.

    Commencing August 1992, the Company has a key man life insurance policy on
    the life of the Company's Chairman which provides for the payment of
    $1,000,000 to the Company upon his death. As of December 31, 2003, the
    policy had a cash surrender value of approximately $306,400 and is included
    in other assets in the balance sheet.





                                      -20-
<PAGE>


                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                           December 31, 2003 and 2002



10. FINANCIAL INFORMATION BY BUSINESS SEGMENT

    The following details selected financial information by business segment.

<TABLE>
<CAPTION>

                                           Fund          Publicly Held      Proprietary
     December 31, 2003                   Services          Affiliates         Trading           Total
     -----------------                   --------      ------------------  -------------        -----
<S>                                    <C>               <C>               <C>              <C>
     Revenues                          $  1,473,850      $    753,631      $     473,072    $  2,700,553
     Income from operations            $    601,239      $    262,730      $     372,229    $  1,236,198
     Depreciation and amortization     $     57,830      $      8,405      $       1,727    $     67,962
     Capital expenditures              $     20,476      $        -        $         -      $     20,476
     Gross identifiable assets         $  2,452,538      $  5,381,226      $   1,105,471    $  8,939,235


                                           Fund          Publicly Held      Proprietary
     December 31, 2002                   Services          Affiliates        Trading            Total
     -----------------                   --------      ------------------  -------------        -----
     Revenues                          $  1,526,116      $    464,278      $    (179,626)   $  1,810,768
     Income from operations            $    507,464      $    (14,348)     $    (277,490)   $    215,626
     Depreciation and amortization     $     44,739      $     10,312      $       2,108    $     57,159
     Capital expenditures              $     18,874      $        -        $         -      $     18,874
     Gross identifiable assets         $  2,819,356      $  4,389,555      $     897,525    $  8,106,436

</TABLE>

11. CONTINGENCIES

    From time to time, the Company and/or its subsidiaries are threatened or
    named as defendants in litigation arising in the normal course of business.
    As of December 31, 2003, neither the Company nor any of its subsidiaries was
    involved in any other litigation that, in the opinion of management, would
    have a material adverse impact on the consolidated financial statements.

    In April 2002, the Company entered into a Death Benefit Agreement
    ("Agreement") with the Company's Chairman. Following his death, the
    Agreement provides for annual payments, equal to 80% of his average annual
    salary received from the Company, its affiliates, subsidiaries and other
    related entities for the three year period prior to his death subject to
    certain adjustments to his wife until her death. The Company's obligations
    under the Agreement are not secured and will terminate if he leaves the
    Company's employ under certain conditions.




                                      -21-
<PAGE>


                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                           December 31, 2003 and 2002



12. RESTATEMENT

    The Company separated and reclassified securities subject to restrictions
    and reclassified related deferred income taxes from current assets and
    liabilities to noncurrent assets and liabilities on the consolidated balance
    sheet (See Notes 2 and 8). Additionally, the amount of net capital and the
    ratio of aggregate indebtedness to net capital of the Company's broker
    dealer subsidiary was restated as a result of the classification of certain
    securities subject to restrictions (See Note 5). The consolidated financial
    statements have been restated to reflect this reclassification. This
    restatement did not change net income, earnings per share, or total
    shareholders' equity.





                                      -22-
<PAGE>


Item 8. Changes in and Disagreements With Accountants on Accounting and
        Financial Disclosure

There were no changes in or disagreements with the Company's accountants on
accounting and financial disclosure matters during the two years ended December
31, 2003.

Item 8A. Controls and Procedures

    (a)    Evaluation of disclosure controls and procedures. The Company's chief
           executive officer and chief financial officer, after evaluating the
           effectiveness of the Company's "disclosure controls and procedures"
           (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c))
           as of a date (the "Evaluation Date") within 90 days before the filing
           date of this annual report, have concluded that, as of the Evaluation
           Date, the Company's disclosure controls and procedures were
           effective.

    (b)    Changes in internal controls. There were no significant changes in
           the Company's internal controls or to the Company's knowledge, in
           other factors that could significantly affect the Company's
           disclosure controls and procedures subsequent to the Evaluation Date.




                                      -23-
<PAGE>


                                    PART III


Item 9.    Directors and Executive Officers

The following list contains the names, ages, positions and lengths of service of
all directors and executive officers of the Company.
<TABLE>
<CAPTION>


      Name                       Position                 Years of Service       Age
                                                        Director   Officer
<S>                                                      <C>          <C>         <C>

Bassett S. Winmill       Chairman of the Board             27         27          73

Robert D. Anderson       Vice Chairman of the Board        27         27          74

Thomas B. Winmill, Esq.  President,                        15         16          44
                         General Counsel, Director

Edward G. Webb, Jr.      Director                          18*        15**        64

Charles A. Carroll       Director                          12          -          73

Mark C. Winmill          Director                          14***      16****      46

Marion E. Morris         Senior Vice President              -          3          58

William G. Vohrer        Treasurer,                         -          3          53
                         Chief Accounting Officer

Monica Pelaez, Esq.      Vice President,
                         Secretary, Associate               -          4          32
                         General Counsel
</TABLE>

*   1985 to 1990 and 1992 to present.

**  1979 to 1990

*** 1989 to 1999 and 2000 to present.

**** 1987 to 1999





                                      -24-
<PAGE>


Set forth below is a description of the business experience of the directors and
executive officers of the Company during the past five years.

BASSETT S. WINMILL - Chairman of the Board of Directors. He is also Chairman of
certain investment companies managed by Company subsidiaries and Tuxis
Corporation and Bexil Corporation. He is a member of the New York Society of
Security Analysts, the Association for Investment Management and Research, and
the International Society of Financial Analysts. He is the father of Thomas B.
Winmill and Mark C. Winmill.

ROBERT D. ANDERSON - Vice Chairman of the Board of Directors. He is also Vice
Chairman of certain investment companies managed by Company subsidiaries and
certain subsidiaries of the Company.

THOMAS B. WINMILL, ESQ. - President, General Counsel, Chief Executive Officer
and Director. He is also President of the investment companies managed by
Company subsidiaries and of certain subsidiaries of the Company. He is also a
director and President of Bexil Corporation and a director and general counsel
of Tuxis Corporation. He is a director of Golden Cycle Gold Corporation. He is a
member of the New York State Bar. He is a member of the New York Section of the
Society for Mining, Metallurgy and Exploration, Inc. He is a son of Bassett S.
Winmill and brother of Mark C. Winmill.

EDWARD G. WEBB,  JR. - Director.  He is Equity  Portfolio  Manager of Advanced
Asset  Management  Advisers,  Inc. He was  President of Webb Associates, Ltd.
since 1996.   Prior to that, he served as a Senior Vice President and Director
of the Company.

CHARLES A. CARROLL - Director.  From 1989 to the present,  he has been
affiliated  with Kalin  Associates,  Inc., a member firm of the
New York Stock Exchange.

MARK C. WINMILL - Director. He is currently President of Tuxis Corporation. He
was Co-President and Director of the Company from June 1990 to March 1999 and an
Officer and Director of its various Funds and subsidiaries from June 1987 to
March 1999. He was President and Director of Bull & Bear Securities, Inc.
("BBSI"), a nationwide discount broker, from June 1987 until March 1999 when the
Company sold BBSI to The Royal Bank of Canada. He was also Chief Operating
Officer of BBSI from April 1999 to February 2000. He is a son of Bassett S.
Winmill and a brother of Thomas B. Winmill.

WILLIAM G. VOHRER - Chief Financial Officer, Treasurer and Chief Accounting
Officer. He joined the Company in February 2001. He is also Chief Financial
Officer and Treasurer of certain investment companies managed by Company
subsidiaries and certain subsidiaries of the Company, Bexil Corporation and
Tuxis Corporation. From 1999 to 2001, he consulted on accounting matters. From
1994 to 1999 he was Chief Financial Officer and Financial Operations Principal
for Nafinsa Securities, Inc., a Mexican Securities broker/dealer. From 1978 to
1994, he held Chief Financial Officer/Controller positions with various
international banks.

MARION E. MORRIS - Senior Vice President. Since 2000, she has served as Senior
Vice President of the Company, certain investment companies managed by Company
subsidiaries and certain subsidiaries of the Company. She is Director of Fixed
Income and a member of the Investment Policy Committee. From 1997 to 2000, she
acted as general manager of Michael Trapp. Previously, she had served as Vice
President of Salomon Brothers, The First Boston Corporation and Cantor
Fitzgerald.

MONICA PELAEZ, ESQ. - Vice President, Secretary and Chief Compliance Officer.
She is also Vice President, Secretary and Chief Compliance Officer of certain
investment companies managed by Company subsidiaries and certain subsidiaries of
the Company, Bexil Corporation and Tuxis Corporation. Previously, she was
Special Assistant Corporation Counsel to New York City Administration for
Children's Services from 1998 to 2000. She earned her Juris Doctor from St.
John's University School of Law in 1997. She is a member of the New York State
Bar.

                                      -25-
<PAGE>


Each director is elected by the vote or written consent of the holder of a
majority of the Class B Common Stock and holds office until the next meeting of
the Class B common stockholder and until his successor is elected and qualified,
or until his earlier death, resignation or removal.

The Company has adopted a Code of Ethic as defined in Item 406 of Regulation
S-KB, which code applies to all of its employees, including its principal
executive officer, principal financial officer, accounting officer, and persons
performing similar functions. The Code of Ethics is available by calling the
Company at 1-212-785-0900.

The Audit Committee assists the Company's Board of Directors in its oversight of
the quality and integrity of the accounting, audit and reporting practices of
the Company. The Audit Committee's role includes discussing with management the
Company's processes to manage business and financial risk and for compliance
with significant applicable legal, ethical and regulatory requirements. The
Audit Committee is responsible for the appointment, replacement, compensation
and oversight of the independent auditor engaged to prepare or issue audit
reports on the financial statements of the Company. The Audit Committee relies
on the expertise and knowledge of management, the internal auditor, and the
independent auditors in carrying out its oversight responsibilities.

The Audit  Committee of the Board of Directors  consists of Charles A. Carroll,
Edward G. Webb,  Jr. and Mark C. Winmill.  Each member of the audit  committee
is  independent  as defined  under the Nasdaq  Marketplace  rules  except  for
Mark C.  Winmill.  The Board of Directors had determined that Charles A.
Carroll,  Edward G. Webb, Jr. and Mark C. Winmill have  sufficient  knowledge in
financial and accounting matters to serve on the Committee and each is an
"audit committee financial expert" as defined by SEC rules.

Based solely on the information from Forms 3, 4, and 5 furnished to it, the
Company believes that the directors, officers, and owners of more than 10
percent of the Class A Common Stock of the Company have filed on a timely basis
reports required by Section 16(a) of the Securities Exchange Act of 1934 during
the most recent fiscal year.

Forms 4/A were filed on behalf of Charles A. Carroll on April 1, 2004 to amend
Forms 4 submitted on January 3, 2001 and February 9, 2001. Additionally, Form
4/A was filed on behalf of Robert D. Anderson on April 1, 2004 to amend Form 4
submitted on September 15, 2003.

Item 10.Executive Compensation

The following information and tables set forth the information required under
the Securities and Exchange Commission's executive compensation rules.



                                      -26-
<PAGE>


Summary Compensation Table

The following table sets forth, for the three years ended December 31, 2003, the
compensation paid to the chief executive and the other officers whose total
annual salary and bonus exceeded $100,000 in 2003.

<TABLE>
<CAPTION>

                                           SUMMARY COMPENSATION TABLE


                                                     Annual                            Long-Term
                                                  Compensation                       Compensation          All Other
    Name And                                                                          Securities          Compensation
                                             Salary        Bonus        Other Annual   Underlying     ----------------------
Principal Position               Year         ($)           ($)         Compensation*   Options            (a)     (b)
------------------               ----      -----------------------------------------------------
<S>                               <C>      <C>             <C>                            <C>              <C>      <C>
Bassett S. Winmill                2003     $ 100,000(c)   $    -            -                 -          $1,174    $6,000
    Chairman                      2002     $ 131,733(c)   $    -            -             80,000         $1,174    $6,888
                                  2001     $ 315,000      $ 13,125          -             55,000         $3,584    $6,300

Thomas B. Winmill                 2003     $ 100,000(d)   $    -            -                 -          $  120    $5,500
    President and                 2002     $ 110,970(d)   $    -            -             80,000         $  120    $6,600
    Chief Executive Officer       2001     $ 187,500(d)   $ 10,416          -             55,000         $  300    $6,300

Monica Pelaez                     2003     $ 100,000      $  5,769          -              5,000         $   96    $6,346
    Vice President, Secretary     2002     $  80,000      $ 10,000          -              5,000         $   68    $5,400
                                  2001     $  70,000      $  2,969          -              5,000         $   53    $2,975
</TABLE>

*   Information omitted as perquisites do not exceed the lesser of $50,000 or
    10% of the total annual salary and bonus for the year for the named
    executive officers.

(a) Represents term life insurance

(b) Represents Company's matching contributions to 401(k) Plan.

(c) Bassett Winmill also received $243,750 and $200,000 in 2003 and 2002,
    respectively, in compensation and bonus from Bexil Corporation and
    $200,000 and $175,000 in 2003 and 2002, respectively, in compensation from
    Tuxis Corporation for his services as Executive Chairman.

(d) Thomas Winmill also received $471,667,  $350,000 and $62,500 in 2003, 2002
    and 2001,  respectively,  in compensation and bonus
    from Bexil Corporation for his services as President.






                                      -27-
<PAGE>


Option Grants Table

The following table sets forth, for the year ended December 31, 2003,
information regarding the options granted for each of the executive officers
named in the Summary Compensation Table.
<TABLE>
<CAPTION>

                                                                                             Potential Realizable
                                                                                             Value At Assumed
                                                                                             Annual Rates Of
                                                                                             Stock Price
                                                                                             Appreciation For
                                        Individual Grants                                    Option Term
                         ----------------------------------------------------------------------------------------
                          Number Of       % Of Total
                         Securities        Options
                         Underlying       Granted To
                          Options         Employees In       Exercise       Expiration
      Name                Granted         Fiscal Year        Price            Date            5%       10%
      ----               ------------    ---------------     ----------     -------------     --       ---
<S>                          <C>             <C>                <C>             <C>          <C>       <C>

Bassett S. Winmill            -               -                  -               -           $  -      $  -
Thomas B. Winmill             -               -                  -               -           $  -      $  -
Monica Pelaez                 -               -                  -               -           $  -      $  -
</TABLE>

Aggregated Option Exercises and Fiscal Year-End Option Value Table

The following table sets forth, for the year ended December 31, 2003,
information regarding the outstanding options for each of the executive officers
named in the Summary Compensation Table.

                                                Number of Shares
                                                of Class A Stock   Value of
                      Number of                 Underlying         Unexercised
                      Number of                 Unexercised        In-The-Money
                      Shares of                 Options            Options at
                      Class A Stock  Dollar     12-31-03(#)        12-31-03($)
                      Acquired on    Value      Exercisable/       Exercisable/
Name                  Exercise       Realized   Unexersisable      Unexercisable

Bassett S. Winmill        80,000     $132,275          0 / 0            $0 / $0
Thomas B. Winmill         80,000     $132,275          0 / 0            $0 / $0
Monica Pelaez                  0           $0      5,000 / 0       $11,450 / $0

Long-Term Incentive Plan Awards Table

There were no long-term incentive plan awards made during the year ended
December 31, 2003 to the executive officers named in the Summary Compensation
Table.

Compensation of Directors

Edward G. Webb, Jr., Charles A. Carroll and Mark C. Winmill were the only
individuals who received compensation for their service as directors of the
Company in 2003. They were each paid $500 per quarter as a retainer and $2,000
per quarterly meeting attended plus expenses. For the year ended December 31,
2003, Mr. Webb, Mr. Carroll and Mr. Mark C. Winmill were each paid $10,000 for
attending four regular meetings and annual retainer.






                                      -28-
<PAGE>


Employment Contracts

The Company has no employment or termination contracts with any of its employees
except to the extent of the agreement described in Notes 9 and 11 to the
financial statements.

1995 Long-Term Incentive Plan

On December 6, 1995, the Board of Directors of the Company ("Board") and the
Class B voting common stockholder adopted the Winmill & Co. Incorporated 1995
Long-Term Incentive Plan ("Plan") under which, as amended, a maximum of 600,000
options and stock-based awards (collectively, "Awards") may be made to
directors, officers and employees of the Company or its subsidiaries. The
amended Plan is described below.

The purpose of the Plan is to assist the Company and its subsidiaries in
attracting and retaining officers, directors and others for the benefit of the
Company. The Plan also acts as an incentive in motivating selected officers and
key employees to achieve long-term objectives of the Company, which is intended
to inure to the benefit of all stockholders of the Company. Any proceeds raised
by the Company under the Plan will be used for working capital purposes.

General Provisions

Duration of the Plan; Share Authorization. The Plan will terminate on December
6, 2005, unless terminated earlier by the Board.

Six hundred thousand (600,000) shares of the Company's Class A Common Stock
("Shares") have been available for Awards under the Plan. The Shares to be
offered under the Plan are authorized and unissued Shares, or issued Shares that
have been reacquired by the Company and held in its treasury.

Shares covered by any unexercised portions of terminated options, Shares
forfeited by Participants, and Shares subject to any Awards that are otherwise
surrendered by a Participant without receiving any payment or other benefit with
respect thereto may again be subject to new Awards under the Plan. In the event
the purchase price of an option or tax withholding relating to an Award is paid
in whole or in part through the delivery of Shares, the number of Shares
issuable in connection with the exercise of the option may not again be
available for the grant of Awards under the Plan.

Plan Administration. The Plan is administered by the Board or Compensation
Committee ("Committee") of the Board. The Committee is composed of at least two
directors of the Company, each of whom is a "Non-Employee Director" as defined
in Rule 16b-3 promulgated by the SEC ("Rule 16b-3") under Section 16 of the
Securities Exchange Act of 1934, as amended ("Exchange Act"). When the Committee
is administering the Plan, the Committee will determine the officers and other
key employees who will be eligible for and granted Awards, determine the amount
and type of Awards, establish and modify administrative rules relating to the
Plan, impose such conditions and restrictions on Awards as it determines
appropriate and take such other action as may be necessary or advisable for the
proper administration of the Plan. The Board or Committee may, with respect to
Participants who are not subject to Section 16 of the Exchange Act, delegate
such of its powers and authority under the Plan as it deems appropriate to
certain officers or employees of the Company.

Plan Participants. Any employee of the Company or its subsidiaries, whether or
not a director of the Company, may be selected by the Board or Committee to
receive an Award under the Plan. Non-Employee Directors shall receive such
Awards (other than Incentive Stock Options) as the Board in its discretion may
designate.




                                      -29-
<PAGE>


Awards Available Under the Plan

Awards to employees under the Plan may take the form of stock options or
Restricted Share Awards. Awards under the Plan may be granted alone or in
combination with other Awards. The consideration for issuance of Awards under
the Plan is the continued services of the employees and non-employee directors
to the Company and its subsidiaries.

Stock Options Granted to Employees. Stock options ("Incentive Stock Options")
meeting the requirements of Section 422 of the Internal Revenue Code of 1986, as
amended from time to time, or any successor thereto ("Code"), and stock options
that do not meet such requirements ("Non-Qualified Stock Options") are both
available for grant to employees under the Plan.

The term of each option will be determined by the Board or Committee, but no
option will be exercisable more than ten years after the date of grant. If,
however, an Incentive Stock Option is granted to a Participant who, at the time
of grant of the option, owns (or is deemed to own under Section 424(d) of the
Code) more than 10% (a "Ten Percent Shareholder") of the Company's Class B
common stock, par value $0.01 per share ("Company Voting Securities"), the
option is not exercisable more than five years after the date of grant. Options
may also be subject to restrictions on exercise, such as exercise in periodic
installments, performance targets and waiting periods, as determined by the
Board or Committee.

The exercise price of each option is determined by the Board or Committee;
however, the per share exercise price of an option must be at least equal to
100% of the Fair Market Value (as defined below) of a Share on the date of grant
of such option. If, however, an Incentive Stock Option is granted to a Ten
Percent Shareholder, the per share exercise price of the option must be at least
equal to 110% of the Fair Market Value of a Share on the date of grant of such
option. Fair Market Value of a Share means, as of any given date, the most
recently reported sale price of a Share on such date as of the time when Fair
Market Value is being determined on the principal national securities exchange
on which the Shares are then traded or, if the Shares are not then traded on a
national securities exchange, the most recently reported sale price of the
Shares on such date as of the time when Fair Market Value is being determined on
Nasdaq; provided, however, that, if there were no sales reported as of such
date, Fair Market Value is the last sale price previously reported. In the event
the Shares are not admitted to trade on a securities exchange or quoted on
Nasdaq, the Fair Market Value of a Share as of any given date is as determined
in good faith by the Board or Committee. Notwithstanding the foregoing, the Fair
Market Value of a Share will never be less than par value per share.

Subject to whatever installment exercise and waiting period provisions the Board
or Committee may impose, options may be exercised in whole or in part at any
time prior to expiration of the option by giving written notice of exercise to
the Company specifying the number of Shares to be purchased. Such notice must be
accompanied by payment in full of the purchase price in such form as the Board
or Committee may accept. If and to the extent determined by the Board or
Committee in its discretion at or after grant, payment in full or in part may
also be made in the form of Shares duly owned by the Participant (and for which
the Participant has good title, free and clear of any liens and encumbrances)
based on the Fair Market Value of the Shares on the date the option is
exercised. In the case of an Incentive Stock Option, however, the right to make
payment of the purchase price in the form of Shares may be authorized only at
the time of grant.

Stock options granted under the Plan are not transferable except by will or the
laws of descent and distribution and may be exercised, during the Participant's
lifetime, only by the Participant.

Unless the Board or Committee provides for a shorter period of time, upon a
Participant's termination of employment other than by reason of death or
disability, the Participant may, within three months from the date of such
termination of employment, exercise all or any part of his or her options as
were exercisable at the date of termination of employment but only if (x) the
Participant resigns or retires and the Board or Committee consents to such
resignation or retirement and (y) such termination of employment is not for
cause. In no event, however, may any option be exercised after the time when it
would otherwise expire. If such termination of employment is for cause or the
Board or Committee does not so consent, the right of such Participant to
exercise such options will terminate at the date of termination of employment.

                                      -30-
<PAGE>


Further, unless the Board or Committee provides for a shorter period of time,
upon a Participant's becoming disabled (such date being the "Disability Date"),
the Participant may, within one year after the Disability Date, exercise all or
a part of his or her options that were exercisable upon such Disability Date. In
no event, however, may any option be exercised after the time when it would
otherwise expire.

Further, unless the Board or Committee provides for a shorter period of time, in
the event of the death of a Participant while employed by the Company or prior
to the expiration of the option as provided for in the event of disability, to
the extent all or any part of the option was exercisable as of the date of death
of the Participant, the right of the Participant's beneficiary to exercise the
option will expire upon the expiration of one year from the date of the
Participant's death (but in no event more than one year from the Participant's
Disability Date) or on the stated termination date of the option, whichever is
earlier. In the event of the Participant's death, the Board or Committee may, in
its sole discretion, accelerate the right to exercise all or any part of an
Option that would not otherwise be exercisable.

To the extent all or any part of an option was not exercisable as of the date of
a Participant's termination of employment, such right will expire at the date of
such termination of employment. Notwithstanding the foregoing, the Board or
Committee, in its sole discretion and under such terms as it deems appropriate,
may permit a Participant who will continue to render significant services to the
Company after his or her termination of employment to continue to accrue service
with respect to the right to exercise his or her options during the period in
which the individual continues to render such services.

Restricted Shares. The Board or Committee may award restricted Shares
("Restricted Shares") to a Participant. Such a grant gives a Participant the
right to receive Shares subject to a risk of forfeiture based upon certain
conditions. The forfeiture restrictions on the Restricted Shares may be based
upon performance standards, length of service or other criteria as the Board or
Committee may determine. Until all restrictions are satisfied, lapsed or waived,
the Company will maintain control over the Restricted Shares but the Participant
will be entitled to receive dividends on the Restricted Shares; provided,
however, that any Shares distributed as a dividend or otherwise with respect to
any Restricted Shares as to which the restrictions have not yet lapsed will be
subject to the same restrictions as such Restricted Shares. When all
restrictions have been satisfied and/or waived or have lapsed, the Company will
deliver to the Participant or, in the case of the Participant's death, his or
her beneficiary, stock certificates for the appropriate number of Shares, free
of all restrictions (except those imposed by law). None of the Restricted Shares
may be assigned or transferred (other than by will or the laws of descent and
distribution), pledged or sold prior to lapse or release of the applicable
restrictions.

All of a Participant's Restricted Shares and rights thereto are forfeited to the
Company unless the Participant continues in the service of the Company or any
parent or subsidiary of the Company as an employee until the expiration of the
forfeiture period, and all other applicable restrictions of the Restricted
Shares. Notwithstanding the foregoing, the Board or Committee may, in its sole
discretion, waive the forfeiture period and any other applicable restrictions on
a Participant's Restricted Share Award, provided that the Participant must at
that time have completed at least one year of employment after the date of
grant.

Awards Granted to Non-Employee Directors. Non-Employee Directors are eligible
only to receive Non-Qualified Stock Options and Awards of Restricted Shares. All
such grants may be made only by the Board. The terms and conditions applicable
to grants of such Awards to Non-Employee Directors (except where specifically
stated herein to the contrary) are the same as those applicable to grants of
Non-Qualified Options and Restricted Shares to employees, except that references
to (a) the Committee shall be deemed to refer to the Board (b) employees shall
be deemed to refer to Non-Employee Directors and (c) termination of employment
shall be deemed to refer to termination of service.

                                      -31-
<PAGE>


Termination and Amendment

The Board may amend or terminate the Plan at any time it is deemed necessary or
appropriate; provided, however, that no amendment may be made, without the
affirmative approval of the holder of Company Voting Securities, that would
require stockholder approval under Rule 16b-3, the Code or other applicable law
unless the Board determines that compliance with Rule 16b-3 and/or the Code is
no longer desired.

Except as provided by the Board or Committee, in its sole discretion, at the
time of an Award or pursuant to certain antidilution provisions (as discussed
below), no Award granted under the Plan to a Participant may be modified (unless
such modification does not materially decrease the value of the Award) after the
date of grant except by express written agreement between the Company and the
Participant, provided that any such change (a) may not be inconsistent with the
terms of the Plan, and (b) must be approved by the Board or Committee.

The Board has the right and the power to terminate the Plan at any time. No
Award may be granted under the Plan after the termination of the Plan, but the
termination of the Plan will not have any other effect and any Award outstanding
at the time of the termination of the Plan may be exercised after termination of
the Plan at any time prior to the expiration date of such Award to the same
extent such Award would have been exercisable had the Plan not terminated.

Antidilution Provisions

Recapitalization. The number and kind of shares subject to outstanding Awards,
the purchase price or exercise price of such Awards, and the number and kind of
shares available for Awards subsequently granted under the Plan will be
appropriately adjusted to reflect any stock dividend, stock split, combination
or exchange of shares, merger, consolidation or other change in capitalization
with a similar substantive effect upon the Plan or the Awards granted under the
Plan. The Board or Committee has the power and sole discretion to determine the
nature and amount of the adjustment to be made in each case. However, in no
event will any adjustment be made in accordance with the Plan's antidilution
provisions to any previous grant of Restricted Shares if an adjustment has been
or will be made to the Shares awarded to a Participant in such person's capacity
as a stockholder.

Sale or Reorganization. After any reorganization, merger or consolidation in
which the Company is the surviving entity, each Participant will, at no
additional cost, be entitled upon the exercise of an Award outstanding prior to
such event, and in connection with the payout after such event of any Award
outstanding at the time of such event, to receive (subject to any required
action by stockholders), in lieu of the number of Shares receivable or
exercisable pursuant to such option, the number and class of shares of stock or
other securities to which such Participant would have been entitled pursuant to
the terms of the reorganization, merger or consolidation if, at the time of such
reorganization, merger or consolidation, such Participant had been the holder of
record of a number of Shares equal to the number of Shares receivable or
exercisable pursuant to such Award. Comparable rights will accrue to each
Participant in the event of successive reorganizations, mergers or
consolidations of the character described above.

Options to Purchase Stock of Acquired Companies. After any reorganization,
merger or consolidation in which the Company is a surviving entity, the Board or
Committee may grant substituted options under the provisions of the Plan,
pursuant to Section 424 of the Code, replacing old options granted under a plan
of another party to the reorganization, merger or consolidation whose stock
subject to the old options may no longer be issued following such merger or
consolidation. The foregoing adjustments and manner of application of the
foregoing provisions will be determined by the Board or Committee in its sole
discretion. Any such adjustments may provide for the elimination of any
fractional Shares that might otherwise become subject to any options.





                                      -32-
<PAGE>


Item 11.Security Ownership of Certain Beneficial Owners and Management.

(a)   Bassett S. Winmill, Chairman of the Board of Directors, owns all of the
      issued and outstanding shares of the Company's Class B Common Stock, which
      represents 100% of the Company's voting securities.

(b)   The following table sets forth, as of December 31, 2003, information
      relating to beneficial ownership by individual directors of the Company,
      executive officers named in the Summary Compensation Table and by
      directors and executive officers of the Company as a group, of the
      currently issued and outstanding Class A Common Stock of the Company.

                                          Amount and Nature of           Percent
      Name of Beneficial Owner         Beneficial Ownership (4)         of Class
      ------------------------         ------------------------         --------

      Bassett S. Winmill                        185,669                    12.4%
      Thomas B. Winmill                         134,481 (1)                 9.0%
      Robert D. Anderson                         86,969                     5.8%
      Edward G. Webb, Jr.                        21,164 (2)                 1.4%
      Charles A. Carroll                         27,500 (2)                 1.8%
      Mark C. Winmill                            47,564                     3.2%
      Monica Pelaez                               5,000 (3)                 0.3%
      All directors and
      executive officers                        508,447                    33.2%
      as a group (7 persons)

(1)   Includes 10,000 shares held by Thomas B. Winmill's sons, of which he
      disclaims beneficial ownership.

(2)   Includes options exercisable to purchase 17,500 shares.

(3)   Includes options exercisable to purchase 5,000 shares.

(4)   The nature of the beneficial ownership for all the Class A Common Stock is
      investment power.

Item 12.Certain Relationships and Related Transactions

The following sets forth the reportable items regarding indebtedness of
management in excess of $60,000.

                                     Largest                        Amount
                                    Amount Of                   Outstanding At
Name and Relationship              Indebtedness               December 31, 2003

Bassett S. Winmill, Chairman *       $265,816                         $0
Thomas B. Winmill, President *       $197,398                         $0
Mark C. Winmill, Director *          $225,158                         $0

*   In connection with the exercise of stock options and related tax expense,
    the Company received notes with interest rates ranging from 2.45% to 2.48%
    per annum payable on December 31, 2004. These notes were fully repaid during
    2003.








                                      -33-
<PAGE>


Item 13. Exhibits, Consolidated Financial Statements and Schedules, and Reports
         on Form 8-K

    (a) (1) Financial Statements See Item 7 for a list of the financial
            statements filed as part of this report.

        (2) Financial Statement Schedules by Regulation S-X are not required
            under the related instructions or are inapplicable, and therefore
            have been omitted.

        (3) Exhibits

            (2) Not applicable

            (3) Certificate of Incorporation as amended October 24, 1989 as
                filed as an exhibit to Form 10-K for the year ended December 31,
                1992 and incorporated herein by reference; Certificate of
                Incorporation as amended April 1, 1999 as filed as an exhibit to
                Form 10-K/A for the year ended December 31, 1998 and
                incorporated herein by reference; By-Laws amended as of October
                1, 1993 as filed as an exhibit to Form 10-K for the year ended
                December 31, 1993 and incorporated herein by reference, and
                By-Laws amended as of April 1, 1999 as filed as an exhibit to
                Form 10-K/A for the year ended December 31, 1998 and
                incorporated herein by reference.

            (4) Instruments defining the rights of security holders, including
                indentures (see Article Four of Certificate of Incorporation).

            (9) Not applicable.

            (10) Material Contracts

                (a) Investment Management Agreements, Distribution Agreements
                    and Plans of Distribution ("12b-1 Plans") between
                    subsidiaries of the Company and the Funds and Non-Exclusive
                    License Agreements between the Company and the Funds:

<TABLE>
<CAPTION>
                                                                                Non-Exclusive
                                         Management    Distribution    12b-1      License
       Fund                              Agreement      Agreement      Plan       Agreement
<S>                                        <C>            <C>          <C>          <C>
(i)  Foxby Corp.                           (5)             -            -           (5)
(ii) Global Income Fund, Inc.              (4)             -            -            -
(iii)Midas Dollar Reserves, Inc.           (1)            (1)          (1)          (3)
(iv) Midas Fund, Inc.                      (2)            (2)          (2)          (3)
(v)  Midas Special Equities Fund, Inc.     (1)            (1)          (1)          (3)
</TABLE>

                        (1) Filed as exhibits to Form 10-K for the year
                            ended December 31, 1993 and incorporated herein
                            by reference.

                        (2) Filed as exhibits to Form 10-K for the year
                            ended December 31, 1995 and incorporated herein
                            by reference.

                                      -34-
<PAGE>


                        (3) Filed as exhibits to Form 10-K for the year
                            ended December 31, 1997 and incorporated herein
                            by reference.

                        (4)  Filed as exhibits to Form 10-K for the year
                             ended December 31, 1999 and incorporated herein
                             by reference.

                        (5)  Filed as exhibits to Form 10-KSB for the year
                             ended December 31, 2002 and incorporated herein
                             by reference.

            (b) Winmill & Co. Incorporated 1995 Long-Term Incentive Plan, as
                adopted December 6, 1995 and amended February 6, 1996, filed as
                exhibit to Form 10-K for the year ended December 31, 1995 and
                incorporated herein by reference.

            (c) Section 422A Incentive Stock Option Plan, as adopted December 5,
                1990, filed as exhibit to Form 10-K for the year ended December
                31, 1990 and incorporated herein by reference.

            (d) Investment Management Transfer Agreements between the investment
                management subsidiaries of the Company and filed as exhibit to
                Form 10-K for the year ended December 31, 1992 and incorporated
                herein by reference.

            (e) Winmill & Co. Incorporated Investment Plan, filed as an exhibit
                to Form 10-K for the year ended December 31, 1993 and
                incorporated herein by reference.

            (f) Death Benefit Agreement dated July 22, 1994 and filed as exhibit
                to Form 10-K for the year ended December 31, 1994 and
                incorporated herein by reference.

            (g) Winmill & Co. Incorporated Incentive Stock Option Agreement for
                Employees - Bassett S. Winmill filed as an exhibit to Form 10-K
                for the year ended December 31, 1995 and incorporated herein by
                reference.

            (h) Winmill & Co. Incorporated Incentive Stock Option Agreement for
                Employees - Robert D. Anderson filed as an exhibit to Form 10-K
                for the year ended December 31, 1995 and incorporated herein by
                reference.

            (i) Winmill & Co. Incorporated Incentive Stock Option Agreement for
                Employees - Mark C. Winmill filed as an exhibit to Form 10-K for
                the year ended December 31, 1995 and incorporated herein by
                reference.

            (j) Winmill & Co. Incorporated Incentive Stock Option Agreement for
                Employees - Thomas B. Winmill filed as an exhibit to Form 10-K
                for the year ended December 31, 1995 and incorporated herein by
                reference.

            (k) Winmill & Co. Incorporated Stock Option Agreement - Edward G.
                Webb, Jr. filed as an exhibit to Form 10-K for the year ended
                December 31, 1995 and incorporated herein by reference.

            (l) Winmill & Co. Incorporated Stock Option Agreement - Charles A.
                Carroll filed as an exhibit to Form 10-K for the year ended
                December 31, 1995 and incorporated herein by reference.

                                      -35-
<PAGE>

            (m) Winmill & Co. Incorporated 1995 Long-Term Incentive Plan, (as
                Amended and Restated as of October 29, 1997), filed as exhibit
                to Form 10-K for the year ended December 31, 1997 and
                incorporated herein by reference.

            (n) Option Certificate for Bassett S. Winmill filed as an exhibit to
                Form 10-K for the year ended December 31, 1997 and incorporated
                herein by reference.

            (o) Option Certificate for Edward G. Webb, Jr. filed as an exhibit
                to Form 10-K for the year ended December 31, 1997 and
                incorporated herein by reference.

            (p) Option Certificate for Charles A. Carroll filed as an exhibit to
                Form 10-K for the year ended December 31, 1997 and incorporated
                herein by reference.

            (q) Option Certificate for Thomas B. Winmill filed as an exhibit to
                Form 10-K for the year ended December 31, 1997 and incorporated
                herein by reference.

            (r) Option Certificate for Robert D. Anderson filed as an exhibit to
                Form 10-K for the year ended December 31, 1997 and incorporated
                herein by reference.

            (s) Purchase Agreement, dated as of December 17, 1998, by and among
                Winmill & Co. Incorporated (formerly Bull & Bear Group, Inc.),
                Bull & Bear Securities, Inc. and RBC Holdings (USA) Inc., with
                all exhibits thereto filed as an exhibit to Form 8-K on December
                18, 1998 and incorporated herein by reference.

            (t) Death Benefit Agreement as amended April 2002 filed as exhibit
                to Form 10-KSB for the year ended December 31, 2002 and
                incorporated herein by reference.

        (11) Statement Regarding Computation of Per Share Earnings

        (12) Not applicable.

        (13) Not applicable.

        (16) Not applicable.

        (18) Not applicable.

        (21) Wholly-Owned Subsidiaries of the Company

        (23) Not applicable.

        (24) Not applicable.

        (27) Not applicable.

        (28) Not applicable.

        (99) Code of Ethics for Principal Executives and Senior Financial
             Officers.

    (b) Reports on Form 8-K.

        November 14, 2003 - Regulation FD Disclosure - Financial Results for the
        third quarter and nine months ended September 30, 2003.

        8-K/A - December 2, 2003 - Regulation FD Disclosure - Financial Results
        for the third quarter and nine months ended September 30, 2003.

                                      -36-
<PAGE>


Item 14. Principal Accountant Fees and Services

During the years ended December 31, 2003 and 2002, the Company was billed the
aggregate fees set forth below by Tait, Weller & Baker, the Company's principal
accountant during 2003 and 2002:

                                                       2003               2002
                                                       ----               ----
       Audit Fees                                  $  47,500           $  47,500
       Audit Related Fees                              4,000               4,150
       Tax Fees                                       22,065              15,000
       All Other fees                                    -                   -
                                                   ---------           ---------
       Total Fees                                  $  73,565           $  66,650
                                                   =========           =========

Audit fees include fees related to the annual independent audit of the Company's
financial statements. Audit related fees include fees related to the quarterly
review of the Company's Form 10-QSB filings. Tax fees include fees related to
the preparation of the annual federal, state and city tax returns and other tax
services.

The Audit Committee also has adopted a formal policy concerning approval of
audit and non-audit services to be provided by the independent auditor of the
Company. The policy requires that all services Tait, Weller & Baker, the
Company's independent auditor, may provide to the Company, including audit
services and permitted audit-related and non-audit services, be pre-approved by
the Audit Committee. The Audit Committee approved all audit and tax services
provided by Tait, Weller & Baker.




                                      -37-
<PAGE>



                                   SIGNATURES



Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                          WINMILL & CO. INCORPORATED


June 25, 2004      By:  /s/ William G. Vohrer
                        --------------------------------------------------------
                        William G. Vohrer
                        Chief Financial Officer, Treasurer,
                        Chief Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Company and in the
capacities and on the dates indicated.


June 25, 2004      By:   /s/ Thomas B. Winmill
                         -------------------------------------------------------
                         Bassett S. Winmill, Chairman of the Board, Director
                         Thomas B. Winmill on behalf of Bassett S. Winmill by
                         Power of Attorney signed 12/11/01


June 25, 2004      By:   /s/ Thomas B. Winmill
                         -------------------------------------------------------
                         Robert D. Anderson, Vice Chairman, Director
                         Thomas B. Winmill on behalf of Robert D. Anderson by
                         Power of Attorney signed 12/11/01


June 25, 2004      By:   /s/ Thomas B. Winmill
                         -------------------------------------------------------
                         Thomas B. Winmill, Esq., President
                         Chief Executive Office, General Counsel, Director


June 25, 2004      By:   /s/ Thomas B. Winmill
                         -------------------------------------------------------
                         Edward G. Webb, Jr., Director
                         Thomas B. Winmill on behalf of Edward G. Webb, Jr. by
                         Power of Attorney signed 12/11/01


June 25, 2004      By:   /s/ Thomas B. Winmill
                         -------------------------------------------------------
                         Charles A. Carroll, Director
                         Thomas B. Winmill on behalf of Charles A. Carroll by
                         Power of Attorney signed 12/11/01


June 25, 2004      By:   /s/ Thomas B. Winmill
                         -------------------------------------------------------
                         Mark C. Winmill, Director
                         Thomas B. Winmill on behalf of Mark C. Winmill by
                         Power of Attorney signed 12/11/01


                                      -38-
<PAGE>



                         Certification Under Section 906
                        Of The Sarbanes-Oxley Act of 2002



Certification of Periodic Financial Report
Pursuant to 18 U.S. C. Section 1350


    Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Winmill &
Co. Incorporated (the "Company") certifies that the Annual Report on Form 10-KSB
as amended by Form 10KSB/A of the Company of the fiscal year ended December 31,
2003 fully complies with the requirements of Section 13(a) or 15 (d), as
applicable, of the Securities Exchange Act of 1934 and information contained in
that Form 10-KSB as amended by form 10KSB/A fairly presents, in all material
respects, the financial condition and results of operations of the Company.


Dated: June 25, 2004    /s/ Thomas B. Winmill
                        --------------------------------------------------------
                        Thomas B. Winmill
                        Chief Executive Officer and President



Dated: June 25, 2004    /s/ William G. Vohrer
                        --------------------------------------------------------
                        Chief Financial Officer, Treasurer, Chief Accounting
                        Officer




                                      -39-
<PAGE>



               Certification- Exchange act rules 13a-14 and 15d-14



I, Thomas B. Winmill, certify that:

1.   I have reviewed this annual report on Form 10-KSB as amended by Form
     10-KSB/A of Winmill & Co. Incorporated;

2.   Based on my knowledge, this Annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)  designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         annual report (the "Evaluation Date"); and

     c)  presented in this annual report our conclusions about the effectiveness
         of the disclosure controls and procedures based on our evaluation as of
         the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:   June 25, 2004


                              /s/ Thomas B. Winmill
-                            ----------------------
                             Chief Executive Officer


                                      -40-
<PAGE>



               Certification- Exchange act rules 13a-14 and 15d-14

I, William G. Vohrer, certify that:

1.   I have reviewed this annual report on Form 10-KSB as amended by Form
     10KSB/A of Winmill & Co. Incorporated;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)  designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         annual report (the "Evaluation Date"); and

     c)  presented in this annual report our conclusions about the effectiveness
         of the disclosure controls and procedures based on our evaluation as of
         the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  June 25, 2004


                              /s/ William G. Vohrer
                             -----------------------
          Chief Financial Officer, Treasurer, Chief Accounting Officer



                                      -41-
<PAGE>


                                INDEX TO EXHIBITS



(3)  Exhibits

        (11) Statement Regarding Computation of Per Share Earnings

        (21) Wholly-Owned Subsidiaries of the Company

        (99) Code of Ethics for Principal Executives and Senor Financial
             Officers.






                                      -42-
<PAGE>



       Exhibit 11 - Statement Regarding Computation of Per Share Earnings

<TABLE>
<CAPTION>



                                                               2003                            2002
                                                      ------------------------       ------------------------
                                                       Basic          Diluted         Basic          Diluted
<S>                                                    <C>           <C>              <C>           <C>

Weighted average common shares outstanding            1,596,946     1,596,946        1,638,403     1,638,403

Weighted average common shares issuable
upon exercise of stock options under the
treasury stock method                                       -          34,398              -          10,726

Weighted average common shares issuable
upon exercise of warrants under the
treasury stock method                                       -             -                -             -

Weighted average common shares and
common share equivalents utilized for
earnings per share computation                        1,596,946     1,631,344        1,638,403     1,649,129
</TABLE>




<PAGE>



              Exhibit 21 - Wholly-Owned Subsidiaries of the Company



CEF Advisers, Inc., a Delaware corporation


Investor Service Center, Inc., a Delaware corporation


Midas Management Corporation, a Delaware corporation




<PAGE>

     Exhibit 99 Code of Ethics for Principal Executives and Senior Financial
                                   Officers.


                     CODE OF ETHICS FOR PRINCIPAL EXECUTIVES
                          AND SENIOR FINANCIAL OFFICERS


    Winmill & Co. Incorporated (the "Company") has adopted this Code of Ethics
for Principal Executive and Senior Financial Officers (the "Code") pursuant to
Section 406 of the Sarbanes-Oxley Act of 2002 and the final rules and
regulations promulgated by the Securities and Exchange Commission thereunder.

    This Code provides principles to which the principal executive officer,
senior financial officer, controller and other persons performing similar
functions (collectively, "Officers") are expected to adhere and advocate. This
Code embodies rules regarding individual and peer responsibilities, as well as
responsibilities to employers, the public and other stakeholders.

    Company Officers shall seek to :

o   Act with honesty and integrity, avoiding actual or apparent conflicts of
    interest in personal and professional relationships.

o   Provide constituents with information that is accurate, complete, objective,
    relevant, timely and understandable.

o   Comply with rules and regulations of federal, state, and local governments,
    and other appropriate private and public regulatory agencies.

o   Act in good faith, responsibly, with due care, competence and diligence,
    without misrepresenting material facts or allowing their independent
    judgment to be subordinated.

o   Respect the confidentiality of information acquired in the course of their
    work except when authorized or otherwise legally obligated to disclose.
    Confidential information acquired in the course of their work is not used
    for personal advantage.

o   Share knowledge and maintain skills important and relevant to their
    constituents needs

o   Pro-actively promote ethical behavior as a responsible partner among peers
    in their work environment.

o   Achieve responsible use of and control over all assets and resources
    employed or entrusted to them.

    Report,on a timely basis,conduct that the Officer believes to be a violation
of the Code to Company's Audit Committee or Board of Directors.